Bulletin from Swedish Orphan Biovitrum (Sobi®)’s Annual General Meeting (AGM)
The Sobi AGM was convened today on 10 May 2022. At the AGM, the shareholders, in accordance with the proposed resolutions, resolved as follows:
Adoption of the profit and loss statements and balance sheet and discharge of liability
The AGM adopted the income statements and the balance sheets and approved the proposal to carry forward the retained profits.
The Board members and the chief executive officer were discharged from liability for the financial year 2021.
Election of Board of Directors, remuneration to the Directors, election of Auditor and remuneration to the Auditor
The ordinary Board members Håkan Björklund, Annette Clancy, Matthew Gantz, Helena Saxon, Staffan Schüberg and Filippa Stenberg were re-elected as Board members and Bo Jesper Hansen was elected as new Board member for the period until the end of the next AGM. Håkan Björklund was re-elected chairman of the Board of Directors.
The AGM approved the remuneration to the Board of Directors and the Auditor in accordance with the Nomination Committee’s proposal.
Ernst & Young AB was re-elected as auditor of Sobi for the period until the end of the next AGM.
Report for remuneration for senior executives, long-term incentive programmes, authorisation for the Board of Directors to resolve on the issuance of new shares and/or convertible bonds and/or warrants, and transfer of own shares
The AGM resolved to approve the Board of Directors’ report for remuneration for senior executives.
The AGM also approved the Board of Directors’ proposal regarding the implementation of long-term incentive programmes, and hedging arrangements in respect of the programmes including a directed issue of no more than 2,690,287 series C shares, authorisation for the Board of Directors to decide on a repurchase of all issued series C shares and transfers of no more than 2,225,247 own common shares to program participants. The so-called Management Programme is open to no more than 336 employees and includes the possibility to receive Sobi shares after a three-year vesting period, subject to satisfaction of performance conditions regarding total shareholder return and annual revenues. Approximately 31 employees are also awarded employee stock options entitling the employees to, during a period of three to five years after the award date, acquire Sobi shares at a strike price equivalent to 105% of the volume-weighted average price during a period of ten trading days in connection with the commencement of the vesting period, subject to the Sobi Group’s actual average revenues during 2021–2024 reaching or exceeding the targets set out in the budget established by the Board of Directors. The so-called All Employee Programme is open to approximately 840 employees and includes the possibility to, after a three-year vesting period, be allocated two Sobi shares for each own Sobi share acquired under the programme. The total maximum dilution effect of both programmes amounts to approximately 1.31%.
The AGM also approved the Board of Directors’ proposal regarding the approval to authorise the Board of Directors to resolve on the issuance of new shares and/or convertible bonds and/or warrants. The number of shares that may be issued, the number of shares that convertible bonds may be converted into and the number of shares that may be subscribed for by the exercise of warrants, may not exceed 34,125,000 shares in total.
The Board of Directors’ proposal regarding transfer of no more than 593,859 own common shares on the stock exchange for the purpose of covering certain payments, mainly social security contributions, that may occur in relation to the Incentive Programme 2019, was also approved by the AGM.
For full details on each proposal adopted by the AGM, please refer to sobi.com.
Sobi®
Sobi is a specialised international biopharmaceutical company transforming the lives of people with rare diseases. Providing sustainable access to innovative medicines in the areas of haematology, immunology and specialty care, Sobi has approximately 1,600 employees across Europe, North America, the Middle East and Asia. In 2021, revenue amounted to SEK 15.5 billion. Sobi’s share (STO:SOBI) is listed on Nasdaq Stockholm. More about Sobi at sobi.com, LinkedIn and YouTube.
Contacts
For details on how to contact the Sobi Investor Relations Team, please click here. For Sobi Media contacts, click here.
Swedish Orphan Biovitrum AB (publ)
Postal address SE-112 76 Stockholm, Sweden
Phone: 46 8 697 20 00 www.sobi.com